AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 26, 1994.
REGISTRATION NO. 33-
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION NO. 33-53696
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-3
REGISTRATION STATEMENT
AND
POST-EFFECTIVE AMENDMENT NO. 1
UNDER
THE SECURITIES ACT OF 1933
------------------------------
INGERSOLL-RAND COMPANY
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
NEW JERSEY 13-5156640
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
200 CHESTNUT RIDGE ROAD
WOODCLIFF LAKE, NEW JERSEY 07675
(201) 573-0123
(Address, including zip code, and telephone number, including
area code, of principal executive offices)
PATRICIA NACHTIGAL, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
INGERSOLL-RAND COMPANY
P.O. BOX 8738
WOODCLIFF LAKE, NEW JERSEY 07675
(201) 573-0123
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------
COPIES TO:
JAMES M. COTTER, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 455-2000
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.
------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: Z
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE><CAPTION>
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
OF SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(2)(3) PRICE(2)(3) FEE
<S> <C> <C> <C> <C>
Debt Securities.......................... $ 200,000,000 100% $ 200,000,000 $ 68,965
</TABLE>
(1) In U.S. dollars or the equivalent thereof in foreign denominated currencies
or currency units or, if Debt Securities are issued with original issue
discount, such amount as shall result in an aggregate initial offering price
of all Debt Securities equal to $200,000,000.
(2) Estimated for the sole purpose of computing the registration fee in
accordance with Rule 457 under the Securities Act of 1933.
(3) Plus accrued interest, if any.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
THE WITHIN PROSPECTUS CONTAINS THE INFORMATION REQUIRED BY RULE 429 UNDER
THE SECURITIES ACT OF 1933 WITH RESPECT TO $100,000,000 AGGREGATE PRINCIPAL
AMOUNT OF UNSOLD DEBT SECURITIES COVERED BY REGISTRATION STATEMENT NO. 33-53696
ON FORM S-3.
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<PAGE>
SUBJECT TO COMPLETION, DATED MAY 26, 1994
PROSPECTUS
$300,000,000
INGERSOLL-RAND COMPANY
DEBT SECURITIES
------------------------------
Ingersoll-Rand Company ("Ingersoll-Rand" or the "Company") from time to
time may sell its debt securities (the "Debt Securities"), in one or more
series, up to an aggregate principal amount of $300,000,000, on terms to be
determined by market conditions at the time of sale.
With respect to each series of Debt Securities, a supplement to this
Prospectus will be delivered (the "Prospectus Supplement") together with this
Prospectus setting forth the terms of such Debt Securities, including, where
applicable, the specific designation, aggregate principal amount, denominations,
maturity, interest rate (which may be fixed or variable) and time of payment of
interest, if any, coin or currency in which principal, premium, if any, and
interest, if any, will be payable, any terms for redemption, any terms for
sinking fund payments, the initial public offering price, the names of, the
principal amounts to be purchased by, and the compensation of underwriters,
dealers or agents, if any, any listing of the Debt Securities on a securities
exchange and the other terms in connection with the offering and sale of such
Debt Securities.
------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------
The Debt Securities may be sold directly to purchasers or to or through
underwriters, dealers or agents. If any underwriters, dealers or agents are
involved in the sale of any Debt Securities, their names and any applicable fee,
commission or discount arrangements will be set forth in the Prospectus
Supplement. The net proceeds to the Company from sales of Debt Securities will
be set forth in the Prospectus Supplement and will be the purchase price of such
Debt Securities less attributable issuance expenses, including underwriters',
dealers' or agents' compensation arrangements. See "Plan of Distribution" for
indemnification arrangements for underwriters, dealers and agents.
------------------------------
The date of this Prospectus is , 1994.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "1934 Act") and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company can be inspected and copied at the Commission's public
reference facilities at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices located at 75
Park Place, 14th Floor, New York, New York 10007, and in the Kluczynski Federal
Building, 230 South Dearborn Street, Chicago, Illinois 60604. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Common
Stock of the Company is listed on the New York Stock Exchange, Inc., and
reports, proxy statements and other information concerning the Company may be
inspected at the office of such Exchange, 20 Broad Street, New York, N.Y. 10005.
This Prospectus does not contain all information set forth in the Registration
Statement (of which this Prospectus is a part) and the exhibits thereto which
the Company has filed with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"), and to which reference is hereby made.
------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1993 and the Company's quarterly report on Form 10-Q for the quarter ended
March 31, 1994 are incorporated herein by reference and made a part of this
Prospectus, and all documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of
this Prospectus but prior to the termination of the offering of the Debt
Securities shall be deemed to be incorporated herein by reference and made a
part of this Prospectus from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus and any amendment or supplement hereto to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus or any
such amendment or supplement.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the written or oral
request of any such person, a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into such documents).
Requests should be directed to Ingersoll-Rand Company, P.O. Box 8738, Woodcliff
Lake, New Jersey 07675, Attention: R.G. Heller, Secretary (telephone
201-573-0123).
2
<PAGE>
THE COMPANY
Ingersoll-Rand manufactures and sells primarily non-electrical machinery
and equipment, including air compression systems, air tools, pumps, antifriction
bearings, pulp processing machinery, construction equipment, door hardware and
drilling equipment. The products manufactured by Ingersoll-Rand and its
subsidiaries and affiliates are sold principally under the name Ingersoll-Rand
and also under other names. The manufacturing and sales operations of
Ingersoll-Rand are conducted throughout the world.
Ingersoll-Rand was organized in 1905 under the laws of the State of New
Jersey as a consolidation of Ingersoll-Sergeant Drill Company and the Rand Drill
Company, whose businesses were established in the early 1870s. The Company's
principal executive offices are at 200 Chestnut Ridge Road, Woodcliff Lake, New
Jersey 07675 (telephone 201-573-0123). Unless the context otherwise requires,
the terms "Ingersoll-Rand" and "Company" refer to Ingersoll-Rand Company and its
consolidated subsidiaries.
USE OF PROCEEDS
The Company intends to apply the net proceeds from the sale of the Debt
Securities to which this Prospectus relates to its general funds to be used by
its management for capital expenditures and general corporate purposes,
including the repayment of debt incurred by the Company. Funds not required
immediately for such purposes may be invested in short-term obligations or used
to reduce the future level of the Company's commercial paper obligations.
DESCRIPTION OF DEBT SECURITIES
The following description of the Debt Securities sets forth certain general
terms and provisions of the Debt Securities to which any Prospectus Supplement
may relate. The particular terms of the Debt Securities offered by any
Prospectus Supplement (the "Offered Debt Securities") and the extent, if any, to
which such general provisions do not apply to the Offered Debt Securities will
be described in the Prospectus Supplement relating to such Offered Debt
Securities.
The Debt Securities to which this Prospectus relates will be issued under
an Indenture dated as of August 1, 1986, as supplemented (as so supplemented,
the "Indenture"), between the Company and The Bank of New York, as Trustee (the
"Trustee"), which is filed as an exhibit to the Registration Statement. The
following summaries of certain provisions of the Indenture do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all the provisions of the Indenture, including the definitions therein of
certain terms. Numerical references in parentheses below are to sections in the
Indenture. Whenever particular sections or defined terms of the Indenture are
referred to, such sections or defined terms are incorporated herein by
reference.
GENERAL
The Indenture does not limit the amount of Debt Securities which may be
issued thereunder and provides that Debt Securities may be issued thereunder
from time to time in one or more series up to the aggregate principal amount
which may be authorized from time to time by the Company. All Debt Securities
will be unsecured and will rank pari passu with all other unsecured
unsubordinated indebtedness of the Company. Except as described below, the
Indenture does not limit the amount of other indebtedness or securities which
may be issued by the Company.
Reference is made to the Prospectus Supplement relating to the particular
series of Offered Debt Securities offered thereby for the following terms of
such series of Offered Debt Securities: (1) the designation, aggregate principal
amount and authorized denominations of such Offered Debt Securities; (2) the
purchase price of such Offered Debt Securities (expressed as a percentage of the
principal amount thereof); (3) the date or dates on which such Offered Debt
Securities will mature; (4) the rate
3
<PAGE>
or rates per annum, if any (which may be fixed or variable), at which such
Offered Debt Securities will bear interest or the method by which such rate or
rates will be determined; (5) the dates on which such interest will be payable
and the record dates for payment of interest, if any; (6) the coin or currency
in which payment of the principal of (and premium, if any) or interest, if any,
on such Offered Debt Securities will be payable; (7) the terms of any mandatory
or optional redemption (including any sinking fund) or any obligation of the
Company to repurchase Offered Debt Securities; (8) whether such Offered Debt
Securities are to be issued in whole or in part in the form of one or more
temporary or permanent global Debt Securities ("Global Notes") and, if so, the
identity of the depositary, if any, for such Global Note or Notes; and (9) any
other additional provisions or specific terms which may be applicable to that
series of Offered Debt Securities.
Principal, premium, if any, and interest, if any, will be payable, and the
Debt Securities will be transferable or exchangeable, at the office or agency of
the Company maintained for such purposes in the Borough of Manhattan, The City
of New York, provided that payment of interest on any Debt Securities may, at
the option of the Company, be made by check mailed to the registered holders.
Interest, if any, will be payable on any interest payment date to the persons in
whose names the Debt Securities are registered at the close of business on the
record date with respect to such interest payment date. (Sections 202, 305, 307
and 1002)
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Debt Securities will be issued only in fully registered form without coupons
in denominations of $1,000 or any integral multiple thereof. No service charge
will be made for any registration of, transfer or exchange of the Debt
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. (Sections 302
and 305)
Some or all of the Debt Securities may be issued as discounted Debt
Securities (bearing no interest or interest at a rate which at the time of
issuance is below market rates) to be sold at a substantial discount below their
stated principal amount. Federal income tax consequences and other special
considerations applicable to any such discounted Debt Securities will be
described in the Prospectus Supplement relating thereto.
GLOBAL NOTES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Notes that will be deposited with or on behalf of a
depositary located in the United States (a "U.S. Depositary") identified in the
Prospectus Supplement relating to such series.
The specific terms of the depositary arrangement with respect to any Debt
Securities of a series will be described in the Prospectus Supplement relating
to such series. The Company anticipates that the following provisions will apply
to all depositary arrangements.
Unless otherwise specified in an applicable Prospectus Supplement, Debt
Securities which are to be represented by a Global Note to be deposited with or
on behalf of a U.S. Depositary will be represented by a Global Note registered
in the name of such depositary or its nominee. Upon the issuance of a Global
Note in registered form, the U.S. Depositary for such Global Note will credit,
on its book-entry registration and transfer system, the respective principal
amounts of the Debt Securities represented by such Global Note to the accounts
of institutions that have accounts with such depositary or its nominee
("participants"). The accounts to be credited shall be designated by the
underwriters or agents of such Debt Securities or by the Company, if such Debt
Securities are offered and sold directly by the Company. Ownership of beneficial
interests in such Global Notes will be limited to participants or persons that
may hold interests through participants. Ownership of beneficial interests by
participants in such Global Notes will be shown on, and the transfer of that
ownership interest will be effected only through, records maintained by the U.S.
Depositary or its nominee for such Global Note. Ownership of beneficial
interests in Global Notes by persons that hold through participants will be
shown on, and the transfer of that ownership interest within such participant
will be effected only through, records maintained by such participant. The laws
of some jurisdictions require that certain purchasers of
4
<PAGE>
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a Global Note.
So long as the U.S. Depositary for a Global Note in registered form, or its
nominee, is the registered owner of such Global Note, such depositary or such
nominee, as the case may be, will be considered the sole owner or holder of the
Debt Securities represented by such Global Note for all purposes under the
Indenture governing such Debt Securities. Except as set forth below, owners of
beneficial interests in such Global Notes will not be entitled to have Debt
Securities of the series represented by such Global Note registered in their
names, will not receive or be entitled to receive physical delivery of Debt
Securities of such series in definitive form and will not be considered the
owners or holders thereof under the Indenture.
Payment of principal of, premium, if any, and any interest on Debt
Securities registered in the name of or held by a U.S. Depositary or its nominee
will be made to the U.S. Depositary or its nominee, as the case may be, as the
registered owner or the holder of the Global Note representing such Debt
Securities. None of the Company, the Trustee, any Paying Agent or the Security
Registrar for such Debt Securities will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial
ownership interests in a Global Note for such Debt Securities or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
The Company expects that the U.S. Depositary for Debt Securities of a
series, upon receipt of any payment of principal, premium or interest in respect
of a permanent Global Note, will credit immediately participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such Global Note as shown on the records of such
depositary. The Company also expects that payments by participants to owners of
beneficial interests in such Global Note held through such participants will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name", and will be the responsibility of such participants.
A Global Note may not be transferred except as a whole by the U.S.
Depositary for such Global Note to a nominee of such depositary or by a nominee
of such depositary to such depositary or another nominee of such depositary or
by such depositary or any such nominee to a successor of such depositary or a
nominee of such successor. If a U.S. Depositary for Debt Securities of a series
is at any time unwilling or unable to continue as depositary and a successor
depositary is not appointed by the Company within ninety days, the Company will
issue Debt Securities in definitive registered form in exchange for the Global
Note or Notes representing such Debt Securities. In addition, the Company may at
any time and in its sole discretion determine not to have any Debt Securities in
registered form represented by one or more Global Notes and, in such event, will
issue Debt Securities in definitive form in exchange for the Global Note or
Notes representing such Debt Securities. In any such instance, an owner of a
beneficial interest in a Global Note will be entitled to physical delivery in
definitive form of Debt Securities of the series represented by such Global Note
equal in principal amount to such beneficial interest and to have such Debt
Securities registered in its name.
CERTAIN COVENANTS OF THE COMPANY
Limitation on Liens. Unless otherwise indicated in the Prospectus
Supplement relating to a series of Debt Securities, the Company will not, and
will not permit any Restricted Subsidiary to, create, assume or guarantee any
indebtedness for money borrowed, secured by any mortgage, lien, pledge, charge
or other security interest or encumbrance (hereinafter referred to as a
"Mortgage" or "Mortgages") on any Principal Property of the Company or a
Restricted Subsidiary or on any shares or Funded Indebtedness of a Restricted
Subsidiary (whether such Principal Property, shares or Funded Indebtedness are
now owned or hereafter acquired) without, in any such case, effectively
providing concurrently with the creation, assumption or guaranteeing of such
indebtedness that the Debt Securities (together, if the Company shall so
determine, with any other indebtedness then or thereafter existing, created,
assumed or guaranteed by the Company or such Restricted Subsidiary ranking
5
<PAGE>
equally with the Debt Securities) shall be secured equally and ratably with or
prior to such indebtedness. The Indenture excludes, however, from the foregoing
any indebtedness secured by a Mortgage (including any extension, renewal or
replacement of any Mortgage hereinafter specified or any indebtedness secured
thereby, without increase of the principal of such indebtedness) (i) on
property, shares or Funded Indebtedness of any corporation existing at the time
such corporation becomes a Restricted Subsidiary; (ii) on property existing at
the time of acquisition of such property, or to secure indebtedness incurred for
the purpose of financing the purchase price of such property or improvements or
construction thereon which indebtedness is incurred prior to or within 180 days
after the later of such acquisition, completion of such construction or the
commencement of commercial operation of such property; (iii) on property, shares
or Funded Indebtedness of a corporation existing at the time such corporation is
merged into or consolidated with the Company or a Restricted Subsidiary, or at
the time of a sale, lease or other disposition of the properties of a
corporation as an entirety or substantially as an entirety to the Company or a
Restricted Subsidiary; (iv) on property of a Restricted Subsidiary to secure
indebtedness of such Restricted Subsidiary to the Company or another Restricted
Subsidiary; (v) on property of the Company or a Restricted Subsidiary in favor
of the United States of America or any State thereof, or any department, agency
or instrumentality or political subdivision of the United States of America or
any State thereof, to secure partial, progress, advance or other payments
pursuant to any contract or statute or to secure any indebtedness incurred for
the purpose of financing all or any part of the purchase price or the cost of
constructing or improving the property subject to such Mortgage; or (vi)
existing at the date of the Indenture; provided, however, that any Mortgage
permitted by any of the foregoing clauses (i), (ii), (iii) and (v) shall not
extend to or cover any property of the Company or such Restricted Subsidiary, as
the case may be, other than the property specified in such clauses and
improvements thereto. (Section 1004) See also "Exempted Indebtedness" below.
Limitation on Sale and Leaseback Transactions. Unless otherwise indicated
in the Prospectus Supplement relating to a series of Debt Securities, sale and
leaseback transactions (which are defined in the Indenture to exclude leases
expiring within three years of making, leases between the Company and a
Restricted Subsidiary or between Restricted Subsidiaries and any lease of part
of a Principal Property, which has been sold, for use in connection with the
winding up or termination of the business conducted on such Principal Property)
by the Company or any Restricted Subsidiary of any Principal Property are
prohibited, unless (a) the Company would be entitled to incur indebtedness
secured by a Mortgage on such Principal Property (see "Limitations on Liens"
above) or (b) an amount equal to the fair value of the Principal Property so
leased (as determined by the Board of Directors of the Company) is applied
within 180 days to the retirement (otherwise than by payment at maturity or
pursuant to mandatory sinking funds) of Debt Securities or Funded Indebtedness
of the Company or any Restricted Subsidiary on a parity with the Debt Securities
or to purchase, improve or construct Principal Properties. (Section 1005) See
also "Exempted Indebtedness" below.
Exempted Indebtedness. Notwithstanding the limitations on Mortgages and
sale and leaseback transactions described above, the Company or any Restricted
Subsidiary may, in addition to amounts permitted under such restrictions,
create, assume or guarantee secured indebtedness or enter into sale and
leaseback transactions which would otherwise be prohibited, provided that at the
time of such event, and after giving effect thereto, the sum of such outstanding
secured indebtedness plus the Attributable Debt in respect of such sale and
leaseback transactions (other than sale and leaseback transactions entered into
prior to the date of the Indenture and sale and leaseback transactions whose
proceeds have been applied in accordance with clause (b) under "Limitation on
Sale and Leaseback Transactions") does not exceed 5% of the shareholders' equity
in the Company and its consolidated Subsidiaries. (Section 1004) "Attributable
Debt" means, as of any particular time, the then present value of the total net
amount of rent required to be paid under such leases during the remaining terms
thereof (excluding any renewal term unless the renewal is at the option of the
lessor), discounted at the actual interest factor included in such rent, or, if
such interest factor is not readily determinable, then at the rate of 8 3/8% per
annum. (Section 1004)
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<PAGE>
Restrictions Upon Merger and Sales of Assets. Upon any consolidation or
merger of the Company with or into any other corporation or any sale, conveyance
or lease of all or substantially all the property of the Company to any other
corporation, the corporation (if other than the Company) formed by such
consolidation, or into which the Company shall have been merged, or the
corporation which shall have acquired or leased such property (which corporation
shall be a solvent corporation organized under the laws of the United States of
America or a State thereof or the District of Columbia) shall expressly assume
the due and punctual payment of the principal of and premium, if any, and
interest, if any, on all of the Debt Securities. The Company will not so
consolidate or merge, or make any such sale, lease or other disposition, and the
Company will not permit any other corporation to merge into the Company, unless
immediately after giving effect thereto, the Company or such successor
corporation, as the case may be, will not be in default under the Indenture.
(Section 801) If, upon any such consolidation, merger, sale, conveyance or
lease, or upon any consolidation or merger of any Restricted Subsidiary, or upon
the sale, conveyance or lease of all or substantially all the property of any
Restricted Subsidiary to any other corporation, any Principal Property or any
shares or Funded Indebtedness of any Restricted Subsidiary would become subject
to any Mortgage, the Company will secure the due and punctual payment of the
principal of, premium, if any, and interest, if any, on the Debt Securities
(together with, if the Company shall so determine, any other indebtedness of or
guarantee by the Company or such Restricted Subsidiary ranking equally with the
Debt Securities) by a Mortgage, the lien of which will rank prior to the lien of
such Mortgage of such other corporation on all assets owned by the Company or
such Restricted Subsidiary. (Section 802)
Certain Definitions. The term "Principal Property" means any manufacturing
plant or other manufacturing facility of the Company or any Restricted
Subsidiary, which plant or facility is located within the United States of
America, except any such plant or facility which the Board of Directors by
resolution declares is not of material importance to the total business
conducted by the Company and its Restricted Subsidiaries. The term "Funded
Indebtedness" means indebtedness created, assumed or guaranteed by a person for
money borrowed which matures by its terms, or is renewable by the borrower to a
date, more than one year after the date of its original creation, assumption or
guarantee. The term "Restricted Subsidiary" means any Subsidiary which owns a
Principal Property excluding, however, any corporation the greater part of the
operating assets of which are located or the principal business of which is
carried on outside the United States of America. The term "Subsidiary" means any
corporation of which at least a majority of the outstanding stock having voting
power under ordinary circumstances to elect a majority of the board of directors
of said corporation shall at the time be owned by the Company or by the Company
and one or more Subsidiaries or by one or more Subsidiaries. (Section 101)
EVENTS OF DEFAULT
As to each series of Debt Securities, an Event of Default is defined in the
Indenture as being: default in payment of any interest or any sinking fund
payment on such series which continues for 30 days; default in payment of any
principal or premium, if any, on such series; default after written notice in
performance of any other covenant in the Indenture (other than a covenant
included solely for the benefit of Debt Securities of another series) which
continues for 90 days; certain events in bankruptcy, insolvency or
reorganization; or other Events of Default specified in or pursuant to a Board
Resolution or in a supplemental indenture. The Indenture provides that the
Trustee may withhold notice to the holders of Debt Securities of such series of
any default (except in payment of principal of or interest, if any, or premium,
if any, on such series or in payment of any sinking fund installment on such
series) if the Trustee considers it in the interest of such holders to do so.
(Sections 501 and 602)
In case an Event of Default shall occur and be continuing with respect to
the Debt Securities of any series, the Trustee or the holders of not less than
25% in aggregate principal amount of the Debt Securities then outstanding of
that series may declare the principal of the Debt Securities of such series (or,
if the Debt Securities of that series were issued as discounted Debt Securities,
such portion of the
7
<PAGE>
principal as may be specified in the terms of that series) to be due and
payable. Any Event of Default with respect to the Debt Securities of any series
(except defaults in payment of principal or premium, if any, or interest, if
any, on the Debt Securities of such series) may be waived by the holders of a
majority in aggregate principal amount of the Debt Securities of that series
then outstanding. (Sections 502 and 513)
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Trustee
is under no obligation to exercise any of the rights or powers under the
Indenture at the request, order or direction of any of the holders of Debt
Securities, unless such holders shall have offered to the Trustee reasonable
security or indemnity. (Section 603) Subject to such provisions for the
indemnification of the Trustee and certain limitations contained in the
Indenture, the holders of a majority in principal amount of the Debt Securities
of any series then outstanding shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee, with respect to the
Debt Securities of such series. (Sections 512 and 603) The Company is required
annually to deliver to the Trustee an officers' certificate stating whether or
not the signers have knowledge of any default in performance by the Company of
the covenants described above. (Section 1007)
DEFEASANCE
The Indenture provides that the Company, at its option, (a) will be
discharged from any and all obligations with respect to any series of Debt
Securities (except for certain obligations which include registering the
transfer or exchange of the Debt Securities, replacing stolen, lost or mutilated
Debt Securities, maintaining payment agencies and holding monies for payment in
trust) or (b) need not comply with certain restrictive covenants of the
Indenture as to any series of Debt Securities (as described above under "Certain
Covenants of the Company--Limitation on Liens", "Limitation on Sale and
Leaseback Transactions" and the last sentence of "Restrictions Upon Merger and
Sales of Assets"), in each case upon the deposit with the Trustee (and in the
case of a discharge 91 days after such deposit), in trust, of money, or U.S.
Government Obligations, or a combination thereof, which, through the payment of
interest thereon and principal thereof in accordance with their terms, will
provide money, in an amount sufficient to pay all the principal (including any
mandatory sinking fund payments, if any) of, and interest, if any, on the Debt
Securities of such series on the dates such payments are due in accordance with
the terms of such Debt Securities to their stated maturities or to and including
a redemption date which has been irrevocably designated by the Company for
redemption of such Debt Securities. To exercise any such option, the Company is
required to meet certain conditions, including delivering to the Trustee an
opinion of counsel to the effect that the deposit and related defeasance would
not cause the holders of the Debt Securities to recognize income, gain or loss
for Federal income tax purposes and, in the case of a discharge pursuant to
clause (a), accompanied by a ruling of the United States Internal Revenue
Service ("IRS") to such effect or an opinion of counsel to such effect based
upon a ruling of the IRS. (Sections 403 and 1006)
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than 66 2/3% in principal amount of
the outstanding Debt Securities of all series affected by such modification
(voting as one class), to modify the Indenture or the rights of the holders of
the Debt Securities, except that no such modification shall, without the consent
of the holder of each Debt Security so affected, (i) change the maturity of any
Debt Security, or reduce the rate or extend the time of payment of interest
thereon, or reduce the principal amount thereof (including, in the case of a
discounted Debt Security, the amount payable thereon in the event of
acceleration) or any redemption premium thereon, or change the place or medium
of payment of such Debt Security, or impair the right of any holder to institute
suit for payment thereof or (ii) reduce the percentage of Debt Securities, the
8
<PAGE>
consent of the holders of which is required for any such modification or for
certain waivers under the Indenture. (Section 902)
CONCERNING THE TRUSTEE
The Company may from time to time maintain lines of credit and have other
customary banking relationships with the Trustee and its affiliated banks, and
the Trustee serves as trustee under another indenture for outstanding unsecured
debt obligations of the Company.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities to which this Prospectus relates
to or for resale to the public through one or more underwriters, acting alone or
in underwriting syndicates led by one or more managing underwriters, and also
may sell such Debt Securities directly to other purchasers or dealers or through
agents.
The distribution of Debt Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed from
time to time, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. Each Prospectus
Supplement will describe the method of distribution of the Offered Debt
Securities.
In connection with the sale of Debt Securities, such underwriters, dealers
and agents may receive compensation from the Company, or from purchasers of Debt
Securities for whom they may act as agents, in the form of discounts,
concessions or commissions. Underwriters, dealers and agents that participate in
the distribution of Debt Securities and, in certain cases, direct purchasers
from the Company, may be deemed to be "underwriters" and any discounts or
commissions received by them and any profit on the resale of Debt Securities by
them may be deemed to be underwriting discounts and commissions under the
Securities Act. Any such underwriters, dealers or agents will be identified and
any such compensation will be described in the Prospectus Supplement.
Under agreements which may be entered into by the Company, underwriters,
dealers and agents who participate in the distribution of Debt Securities may be
entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act. The place and time of delivery
for Offered Debt Securities in respect of which this Prospectus is delivered are
set forth in the accompanying Prospectus Supplement.
LEGAL MATTERS
Certain legal matters with respect to the Debt Securities will be passed
upon for the Company by Patricia Nachtigal, Vice President and General Counsel
of the Company, and for the underwriters, dealers or other agents, if any, by
Simpson Thacher & Bartlett (a partnership which includes professional
corporations), 425 Lexington Avenue, New York, New York 10017. Simpson Thacher &
Bartlett renders legal services to the Company on a regular basis.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
Ingersoll-Rand Company's Annual Report on Form 10-K for the year ended December
31, 1993 have been so incorporated in reliance on the reports of Price
Waterhouse, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
9
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the Registrant's expenses in connection with
the issuance of the securities being registered. Except for the registration
fee, the amounts listed below are estimates.
<TABLE>
<S> <C>
Registration Fee--Securities and Exchange Commission................................... $ 68,965
Printing of Registration Statement, Prospectus, Indenture, etc......................... 20,000
Printing and Engraving of Certificates................................................. 5,000
Blue Sky Fees.......................................................................... 15,000
Rating Agency Fees..................................................................... 100,000
Accountants' Fees and Expenses......................................................... 40,000
Legal Fees and Expenses................................................................ 75,000
Fees and Expenses of Trustee........................................................... 25,000
Miscellaneous.......................................................................... 1,035
-------------
Total........................................................................ $ 350,000
-------------
-------------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Seventh of the Company's Restated Certificate of Incorporation, as
amended, provides that, to the fullest extent permitted by the laws of the State
of New Jersey, directors and officers of the Company shall not be personally
liable to the Company or its shareholders for damages for breach of any duty
owed to the Company or its shareholders, except that no such director or officer
shall be relieved from liability for any breach of duty based upon an act or
omission (i) in breach of such person's duty of loyalty to the Company or its
shareholders, (ii) not in good faith or involving a knowing violation of law or
(iii) resulting in receipt by such person of an improper personal benefit.
Article Seventh also provides that each person who was or is made a party
or is threatened to be made a party to or is involved in any pending, threatened
or completed civil, criminal, administrative or arbitrative action, suit or
proceeding, by reason of his or her being or having been a director or officer
of the Company, or by reason of his or her being or having been a director,
officer, trustee, employee or agent of any other corporation or of any
partnership, joint venture, employee benefit plan or other entity or enterprise,
serving as such at the request of the Company, shall be indemnified and held
harmless by the Company to the fullest extent permitted by the New Jersey
Business Corporation Act (the "Act"), from and against all reasonable costs,
disbursements and attorneys' fees, and all amounts paid or incurred in
satisfaction of settlements, judgments, fines and penalties, incurred or
suffered in connection with any such proceeding, and such indemnification shall
continue as to a person who has ceased to be a director, officer, trustee,
employee or agent and shall inure to the benefit of his or her heirs, executors,
administrators and assigns; provided, however, that there shall be no
indemnification with respect to any settlement of any proceeding unless the
Company has given its prior consent to such settlement or disposition. This
right to indemnification includes the right to be paid by the Company the
expenses incurred in connection with any proceeding in advance of the final
disposition of such proceeding as authorized by the Board of Directors;
provided, however, that, if the Act so requires, the payment of such expenses
shall be made only upon receipt by the Company of an undertaking to repay all
amounts so advanced unless it shall ultimately be determined that such director
or officer is entitled to be indemnified.
Article Seventh also provides that the right to indemnification thereunder
is a contract right and gives claimants certain rights with respect to claims
for indemnification not paid by the Company after 30 days following a written
request. Finally, Article Seventh provides that the right to indemnification and
advancement of expenses provided thereby shall not exclude or be exclusive of
any other rights to
II-1
<PAGE>
which any person may be entitled under a certificate of incorporation, by-law,
agreement, vote of shareholders or otherwise. Sections 1 and 2 of Article IX of
the Company's By-Laws also provide directors and officers with certain rights to
indemnity that are substantially similar to the foregoing provisions of Article
Seventh.
Section 14A: 3-5 of the Act provides that no indemnification shall be made
if such person shall have been adjudged liable for negligence or misconduct
unless the court in which such proceeding was brought determines upon
application that the defendant, officers or directors are fairly and reasonably
entitled to indemnity for such expenses despite such adjudication of liability.
In any case, a corporation must indemnify an officer or director against
expenses (including attorney's fees) to the extent that he has been successful
on the merits or otherwise or in defense of any claim or issue.
The Company has a liability insurance policy in effect which covers certain
claims against any officer or director of the Company by reason of certain
breaches of duty, neglect, errors or omissions committed by such person in his
capacity as an officer or director.
ITEM 16. EXHIBITS.
<TABLE>
<S> <C>
1.1 --Form of Underwriting Agreement Standard Provisions.
*4.1 --Indenture between Ingersoll-Rand Company and The Bank of New York (Exhibit 4.1 in Registrant's Form
S-3 Registration Statement No. 33-39474).
*4.2 --First Supplemental Indenture (Exhibit 4.2 in Registrant's Form S-3 Registration Statement No.
33-39474).
*4.3 --Second Supplemental Indenture (Exhibit 4.3 in Registrant's Form S-3 Registration Statement No.
33-39474).
*4.5 --Form of Debt Securities (included in Exhibit 4.1).
5 --Opinion and Consent of Patricia Nachtigal, Esq., Vice President and General Counsel.
*12 --Computations of Ratios of Earnings to Fixed Charges (Exhibit 12 in Registrant's
Form 10-Q for the quarter ended March 31, 1994).
23 --Consent of Patricia Nachtigal, Esq. (included in Exhibit 5).
23.1 --Consent of Independent Accountants.
24 --Powers of Attorney.
25 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York.
</TABLE>
- ---------------
*Incorporated herein by reference as indicated.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement; provided, however, that paragraphs (i) and (ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports
II-2
<PAGE>
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering;
(4) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's Annual Report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof;
(5) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective; and
(6) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions specified in the first paragraph of Item
15 of this Registration Statement or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in said Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act, and will be governed by the final adjudication
of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement and Post-Effective Amendment No. 1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Woodcliff Lake, New Jersey, on the
23rd day of May, 1994.
INGERSOLL-RAND COMPANY
By /s/ JAMES E. PERRELLA
...................................
(James E. Perrella)
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on May 23, 1994.
<TABLE><CAPTION>
SIGNATURE TITLE
- --------------------------------------------------- -----------------------------------------
<S> <C>
/s/ JAMES E. PERRELLA Chairman of the Board, President, Chief
................................................... Executive Officer and Director
(James E. Perrella) (Principal Executive Officer)
/s/ THOMAS F. MCBRIDE Senior Vice President and Chief Financial
................................................... Officer (Principal Financial Officer)
(Thomas F. McBride)
/s/ RICHARD A. SPOHN Controller--Accounting and Reporting
................................................... (Principal Accounting Officer)
(Richard A. Spohn)
DONALD J. BAINTON* Director
...................................................
(Donald J. Bainton)
THEODORE H. BLACK* Director
...................................................
(Theodore H. Black)
BRENDAN T. BYRNE* Director
...................................................
(Brendan T. Byrne)
JOSEPH P. FLANNERY* Director
...................................................
(Joseph P. Flannery)
ALEXANDER H. MASSAD* Director
...................................................
(Alexander H. Massad)
JOHN E. PHIPPS* Director
...................................................
(John E. Phipps)
DONALD E. PROCKNOW* Director
...................................................
(Donald E. Procknow)
CEDRIC E. RITCHIE* Director
...................................................
(Cedric E. Ritchie)
*By: /s/THOMAS F. MCBRIDE
..............................................
(Thomas F. McBride),
Attorney-in-Fact
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<S> <C>
1.1 --Form of Underwriting Agreement Standard Provisions
*4.1 --Indenture between Ingersoll-Rand Company and The Bank of New York (Exhibit 4.1 in
Registrant's Form S-3 Registration Statement No. 33-39474)
*4.2 --First Supplemental Indenture (Exhibit 4.2 in Registrant's Form S-3 Registration Statement
No. 33-39474)
*4.3 --Second Supplemental Indenture (Exhibit 4.3 in Registrant's Form S-3 Registration Statement
No. 33-39474)
*4.5 --Form of Debt Securities (included in Exhibit 4.1)
5 --Opinion and Consent of Patricia Nachtigal, Esq., Vice President and General Counsel
*12 --Computations of Ratios of Earnings to Fixed Charges (Exhibit 12 in Registrant's Form 10-Q
for the quarter ended March 31, 1994)
23 --Consent of Patricia Nachtigal, Esq. (included in Exhibit 5)
23.1 --Consent of Independent Accountants
24 --Powers of Attorney
25 --Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New
York
</TABLE>
- ---------------
*Incorporated herein by reference as indicated.
INGERSOLL-RAND COMPANY
Debt Securities
Underwriting Agreement Standard Provisions
------------------------------------------
May, 1994
From time to time Ingersoll-Rand Company (the
"Company") proposes to enter into one or more Pricing Agreements
(each a "Pricing Agreement") in the form of Annex I hereto, with
such additions and deletions as the parties thereto may
determine, and, subject to the terms and conditions stated herein
and therein, to issue and sell to the firms named in Schedule I
to the applicable Pricing Agreement (such firms constituting the
"Underwriters" with respect to such Pricing Agreement) certain of
its debt securities (the "Securities") specified in Schedule II
to such Pricing Agreement (the Securities so specified being
referred to herein as the "Designated Securities").
1. The terms and rights of the issuance of the
Designated Securities shall be specified in Schedule I to the
applicable Pricing Agreement and in or pursuant to the indenture
(the "Indenture") identified in such Pricing Agreement.
Particular sales of Designated Securities may be made from time
to time to the Underwriters of such Securities, for whom the firm
or firms designated as representatives of the Underwriters of
such Securities in the Pricing Agreement relating thereto will
act as representative (the "Representative"). The term
"Representative" also refers to Underwriters who act without any
firm being designated as their representative. These
Underwriting Agreement Standard Provisions shall not be construed
as an obligation of the Company to sell any of the Securities or
as an obligation of any of the Underwriters to purchase the
Securities. The obligation of the Company to issue and sell any
of the Securities and the obligation of any of the Underwriters
to purchase any of the Securities shall be evidenced by the
Pricing Agreement with respect to the Designated Securities
specified therein. Each Pricing Agreement shall specify the
aggregate principal amount of such Designated Securities, the
initial public offering price of such Designated Securities, the
purchase price to the Underwriters of such Designated Securities,
the names of the Underwriters of such Designated Securities, the
names of the Representatives of such Underwriters and the
principal amount of such Designated Securities to be purchased by
each Underwriter and shall set forth the date, time and manner of
delivery of such Designated Securities and payment therefor. The
Pricing Agreement shall also specify (to the extent not set forth
in the Indenture and the registration statement and prospectus
with respect thereto) the terms of such Designated Securities. A
Pricing Agreement shall be in the form of an executed writing
(which may be in counterparts), and may be evidenced by an
<PAGE>
2
exchange of telegraphic communications or any other rapid
transmission device designated to produce a written record of
communications transmitted. The obligations of the Underwriters
under this Agreement and each Pricing Agreement shall be several
and not joint.
2. The Company represents and warrants to, and agrees
with, each of the Underwriters that:
(a) A registration statement in respect of the
Securities and more particularly described in the applicable
Pricing Agreement has been filed with the Securities and Exchange
Commission (the "Commission") in the form heretofore delivered or
to be delivered to the Representative, and such registration
statement in such form has been declared effective by the
Commission and no stop order suspending the effectiveness of such
registration statement has been issued and no proceeding for that
purpose has been initiated or threatened by the Commission (any
preliminary prospectus included in such registration statement
being hereinafter called a "Preliminary Prospectus"; if any post-
effective amendment to such registration statement has been filed
with the Commission prior to the date of the applicable Pricing
Agreement, the most recent such amendment has been declared
effective by the Commission; "Effective Date" means the date as
of which such registration statement, or the most recent post-
effective amendment thereto, if any, was declared effective by
the Commission; such registration statement, as amended at the
Effective Date, including all material incorporated by reference
therein and, if the date of the Pricing Agreement is on or before
the fifth business day after the Effective Date, including all
information deemed to be a part thereof as of the Effective Date
pursuant to paragraph (b) of Rule 430A under the Securities Act
of 1933, as amended (the "Act"), is hereinafter referred to as
the "Registration Statement," and the form of prospectus relating
to the Designated Securities, as first filed pursuant to
paragraph (1) or (4) of Rule 424(b) ("Rule 424(b)") under the Act
or, if the date of the Pricing Agreement is after the fifth
business day after the Effective Date, pursuant to Rule 424(b)(2)
or (5), as such form of prospectus may be supplemented as
contemplated by Section 1 to reflect the terms of the Designated
Securities and the terms of offering thereof, including all
documents incorporated by reference therein, is hereinafter
referred to as the "Prospectus"; any reference herein to any
Preliminary Prospectus or the Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein
pursuant to the applicable form under the Act, as of the date of
such Preliminary Prospectus or Prospectus, as the case may be;
and any reference to any amendment or supplement to any
Preliminary Prospectus or the Prospectus shall be deemed to refer
to and include any documents filed after the date of such
Preliminary Prospectus or Prospectus, as the case may be, under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and incorporated therein by reference);
<PAGE>
3
(b) The documents incorporated by reference in the
Prospectus, when they became effective or were filed with the
Commission, as the case may be, conformed in all material
respects to the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading; any further documents so filed and
incorporated by reference in the Prospectus or in any amendments
or supplements thereto, when such documents become effective or
are filed with the Commission, as the case may be, will conform
in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder and will not contain an untrue statement of
a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading; provided, however, that this representation and
warranty shall apply only to documents so filed and incorporated
by reference during the period that a prospectus relating to the
Designated Securities is required to be delivered in connection
with sales of such Designated Securities (such period being
hereinafter sometimes referred to as the "prospectus delivery
period"); and provided further, however, that this representation
and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in
writing to the Company by an Underwriter through the
Representative expressly for use in the Prospectus;
(c) The Registration Statement and the Prospectus
conform, and any amendments or supplements thereto will conform,
in all material respects to the requirements of the Act and the
Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), and the rules and regulations of the Commission
thereunder, and do not and will not, as of the applicable
effective date as to the Registration Statement and any amendment
thereto and as of the applicable filing date as to the Prospectus
and any supplement thereto, contain an untrue statement of a
material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading; provided, however, that this representation and
warranty shall apply only to amendments or supplements filed or
made during the prospectus delivery period; and provided further,
however, that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company
by an Underwriter through the Representative expressly for use in
the Prospectus;
(d) Since the respective dates as of which information
is given in the Registration Statement and the Prospectus, there
has not been any material adverse change or any development
involving a prospective material adverse change in or affecting
the business and operations, financial position, stockholders'
<PAGE>
4
equity or results of operations of the Company and its
subsidiaries taken as a whole, otherwise than as set forth or
contemplated in the Prospectus;
(e) The Company is duly incorporated and validly
existing as a corporation in good standing under the laws of its
jurisdiction of incorporation, with corporate power and authority
to own its properties and conduct its business as described in
the Prospectus, and has been duly qualified as a foreign
corporation for the transaction of business under the laws of
each other jurisdiction in which the nature of the business it
transacts or the properties it owns requires such qualification
except where such failures to be so qualified would not,
individually or in the aggregate, have a material adverse effect
on the Company and its subsidiaries taken as a whole;
(f) The Securities have been duly authorized, and,
when Designated Securities are issued and delivered pursuant to
this Agreement and duly authenticated by the Trustee in
accordance with the Indenture, such Designated Securities will
have been duly executed, issued and delivered and will constitute
valid and legally binding obligations of the Company entitled to
the benefits provided by the Indenture; the Indenture, has been
duly authorized by the Company and is duly qualified under the
Trust Indenture Act and, assuming due authorization, execution
and delivery thereof by the Trustee, constitutes a valid and
legally binding instrument, enforceable in accordance with its
terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally and to general equity
principles; and the Securities, the Designated Securities, and
the Indenture conform in all material respects to the
descriptions thereof in the Prospectus;
(g) The issue and sale of the Designated Securities
and the compliance by the Company with all of the provisions of
the Designated Securities, the Indenture and this Agreement, and
the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach of any
of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company is a party or by
which the Company is bound or to which any of the property or
assets of the Company is subject, nor will such action result in
any violation of the provisions of the Restated Certificate of
Incorporation, as amended, or the By-Laws of the Company or any
statute, order, rule or regulation (except for state securities
or Blue Sky laws, rules and regulations, as to which the Company
makes no representation) of any court or governmental agency or
body having jurisdiction over the Company or any of its
properties; and no consent, approval, authorization, order,
registration or qualification of or with any such court or
governmental agency or body is required for the issue and sale of
the Designated Securities or the consummation by the Company of
<PAGE>
5
the other transactions contemplated by the applicable Pricing
Agreement or the Indenture except such as have been, or will have
been prior to the Time of Delivery (as defined in Section 4
hereof), obtained under the Act and the Trust Indenture Act and
such consents, approvals, authorizations, registrations and
qualifications as may be required under state securities or Blue
Sky laws in connection with the purchase and distribution of the
Designated Securities by the Underwriters; and
(h) Other than as set forth or contemplated in the
Prospectus, there are no legal or governmental proceedings
pending or, to the best of the Company's knowledge, threatened to
which the Company or any of its subsidiaries is a party or of
which any property of the Company or any of its subsidiaries is
the subject which individually or in the aggregate have a
reasonable possibility of having a material adverse effect on the
consolidated financial position, stockholders' equity or results
of operations of the Company and its subsidiaries taken as a
whole.
3. Upon the execution of the applicable Pricing
Agreement and the authorization by the Representative of the
release of the Designated Securities, the several Underwriters
propose to offer such Securities for sale upon the terms and
conditions set forth in the Prospectus.
4. Designated Securities to be purchased by each
Underwriter, in definitive form to the extent practicable, and in
such authorized denominations and registered in such names as the
Representative may request upon at least forty-eight hours' prior
notice to the Company, shall be delivered by or on behalf of the
Company to the Representative for the accounts of the
Underwriters, against payment by such Underwriter or on its
behalf of the purchase price therefor in the manner and in the
funds specified in such Pricing Agreement, all at the place and
time and date specified in such Pricing Agreement or at such
other place and time and date as the Representative and the
Company may agree upon in writing, such time and date being
herein called the "Time of Delivery" for such Designated
Securities.
5. The Company agrees with each of the Underwriters of
any Designated Securities:
(a) To prepare the Prospectus as amended and
supplemented in relation to the applicable Designated Securities
in a form not disapproved by the Representative and to file such
Prospectus with the Commission (i) pursuant to Rule 424(b)(1)
(or, if applicable and if consented to by the Representatives,
pursuant to Rule 424(b)(4)) not later than the Commission's close
of business on the earlier of (A) the second business day
following the date of the applicable Pricing Agreement or (B) the
fifth business day after the Effective Date, or (ii) if the date
of the applicable Pricing Agreement is after the fifth business
<PAGE>
6
day after the Effective Date, pursuant to Rule 424(b)(2) (or, if
applicable and if consented to by the Representatives, pursuant
to Rule 424(b)(5)) not later than the second business day
following the date of the applicable Pricing Agreement; the
Company will advise you promptly of any such filing pursuant to
Rule 424(b); to advise the Representative promptly of any
amendment or supplement to the Registration Statement or
Prospectus after such Time of Delivery and during the prospectus
delivery period and furnish the Representative with copies
thereof; to file promptly all reports and any definitive proxy or
information statements required to be filed by the Company with
the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date of the Prospectus and
during the prospectus delivery period; and during such same
period to advise the Representative, promptly after it receives
notice thereof, of the time when any amendment to the
Registration Statement has been filed or become effective or any
supplement to the Prospectus or any amended Prospectus has been
filed, or mailed for filing, of the issuance by the Commission of
any stop order or of any order preventing or suspending the use
of any prospectus relating to the Designated Securities, of the
suspension of the qualification of such Designated Securities for
offering or sale in any jurisdiction, of the initiation or
threatening of any proceeding for any such purpose, or of any
request by the Commission for the amending or supplementing of
the Registration Statement or Prospectus or for additional
information; and, in the event of the issuance of any such stop
order or of any such order preventing or suspending the use of
any prospectus relating to the Designated Securities or
suspending any such qualification, to use promptly its best
efforts to obtain its withdrawal;
(b) Promptly from time to time to take such action as
the Representative may reasonably request to qualify the
Designated Securities for offering and sale under the securities
laws of such jurisdictions as the Representative may request and
to comply with such laws so as to permit the continuance of sales
and dealings therein in such jurisdictions for as long as may be
necessary to complete the distribution of such Designated
Securities, provided that in connection therewith the Company
shall not be required to qualify as a foreign corporation or to
file a general consent to service of process in any jurisdiction;
(c) To furnish the Underwriters with copies of the
Prospectus in such quantities as the Representative may from time
to time reasonably request, and, if the delivery of a prospectus
is required at any time prior to the expiration of nine months
after the time of issue of such Prospectus in connection with the
offering or sale of the Designated Securities and if at such time
any event shall have occurred as a result of which the Prospectus
as then amended or supplemented would include an untrue statement
of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the
circumstances under which they were made when such Prospectus is
<PAGE>
7
delivered, not misleading, or, if for any other reason it shall
be necessary during such same period to amend or supplement the
Prospectus or to file under the Exchange Act any document
incorporated by reference in the Prospectus in order to comply
with the Act, the Exchange Act or the Trust Indenture Act, to
notify the Representative and upon the request of the
Representative to file such document and to prepare and furnish
without charge to each Underwriter and to any dealer in
securities as many copies as the Representative may from time to
time reasonably request of an amended Prospectus or a supplement
to the Prospectus which will correct such statement or omission
or effect such compliance; and in case any Underwriter is
required to deliver a prospectus in connection with sales of any
of such Designated Securities at any time nine months or more
after the time of issue of the Prospectus, upon the request of
the Representative but at the expense of such Underwriter, to
prepare and deliver to such Underwriter as many copies as the
Representative may request of an amended or supplemented
Prospectus complying with Section 10(a)(3) of the Act;
(d) To make generally available to its security
holders as soon as practicable an earnings statement of the
Company and its subsidiaries (which need not be audited)
complying with Section 11(a) of the Act and the rules and
regulations of the Commission thereunder (including, at the
option of the Company, Rule 158); and
(e) During the period beginning from the date of the
applicable Pricing Agreement and continuing to and including the
earlier of (i) the termination of trading restrictions for the
Designated Securities, as notified to the Company by the
Representative and (ii) the Time of Delivery, not to offer, sell,
contract to sell or otherwise dispose of any debt securities of
the Company which mature more than one year after such Time of
Delivery and which are substantially similar to the Designated
Securities, without the prior written consent of the
Representative.
6. The Company covenants and agrees with the several
Underwriters that the Company will pay or cause to be paid the
following: (i) the fees, disbursements and expenses of the
Company's counsel and accountants in connection with the
registration of the Designated Securities under the Act and all
other expenses in connection with the preparation, printing and
filing of the Registration Statement, any Preliminary Prospectus
and the Prospectus and amendments and supplements (except as
expressly provided in the last clause of Section 5(c) hereof)
thereto and the mailing and delivering of copies thereof to the
Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, any Pricing
Agreement, any Indenture, any Blue Sky and Legal Investment
Memoranda and any other documents in connection with the
offering, purchase, sale and delivery of the Designated
Securities; (iii) all expenses in connection with the
<PAGE>
8
qualification of the Designated Securities for offering and sale
under state securities laws as provided in Section 5(b) hereof,
including the fees and disbursements of counsel for the
Underwriters in connection with such qualification and in
connection with the Blue Sky and legal investment surveys; (iv)
any fees charged by securities rating services for rating the
Designated Securities; (v) any filing fees incident to any
required review by the National Association of Securities
Dealers, Inc. of the terms of the sale of the Designated
Securities; (vi) the cost of preparing the Designated Securities;
(vii) the fees and expenses of any Trustee and any agent of any
Trustee and the fees and disbursements of counsel for any Trustee
in connection with any Indenture and the Designated Securities;
and (viii) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise
specifically provided for in this Section. It is understood,
however, that, except as provided in this Section, Section 5(c),
Section 8 and Section 11 hereof, the Underwriters will pay all of
their own costs and expenses, including the fees of their
counsel, transfer taxes on resale of any of the Securities by
them, and any advertising expenses connected with any offers they
may make.
7. The obligations of the Underwriters of any
Designated Securities specified in the applicable Pricing
Agreement shall be subject, in the discretion of the
Representative, to the accuracy of the representations and
warranties and other statements of the Company herein, at and as
of the Time of Delivery, the performance by the Company of all of
its obligations hereunder theretofore to be performed, and the
following additional conditions:
(a) The Prospectus shall have been filed with the
Commission pursuant to Rule 424(b) within the applicable time
period prescribed for such filing by the rules and regulations
under the Act and in accordance with Section 5(a) of the
Agreement; no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceeding
for that purpose shall have been initiated or threatened by the
Commission; and all requests for additional information on the
part of the Commission shall have been complied with;
(b) Simpson Thacher & Bartlett, counsel for the
Underwriters, shall have furnished to the Representative such
opinion or opinions, dated the Time of Delivery, with respect to
the incorporation of the Company, the validity of the Indenture,
the Designated Securities, the Registration Statement, the
Prospectus as amended or supplemented and other related matters
as the Representative may reasonably request, and such counsel
shall have received such papers and information as they may
reasonably request to enable them to pass upon such matters;
(c) Patricia Nachtigal, Esq., Vice President and
General Counsel of the Company, shall have furnished to the
<PAGE>
9
Representative her written opinion, dated the Time of Delivery,
to the effect that:
(i) The Company has been duly incorporated and is
validly existing and in good standing as a corporation
under the laws of the State of New Jersey, with
corporate power and authority to own its properties and
conduct its business as described in the Prospectus;
(ii) The Company has been duly qualified as a
foreign corporation for the transaction of business and
is in good standing under the laws of each other
jurisdiction in which it owns or leases properties, or
conducts any business, so as to require such
qualification except where such failures to be so
qualified or be in good standing would not,
individually or in the aggregate, have a material
adverse effect on the Company and its subsidiaries
taken as a whole (such counsel being entitled to rely
in respect of the opinion in this clause upon
certificates of state officials, provided that such
counsel shall state that she believes that both the
Representative and she are justified in relying upon
such certificates);
(iii) To the best of such counsel's knowledge there
are no legal or governmental proceedings pending to
which the Company or any of its subsidiaries is a party
or of which any property of the Company or any of its
subsidiaries is the subject, other than as set forth in
the Prospectus and other than litigation incident to
the kind of business conducted by the Company and its
subsidiaries which individually and in the aggregate is
not material to the Company and its subsidiaries taken
as a whole; and to the best of such counsel's knowledge
no such proceedings are threatened or contemplated by
governmental authorities or threatened by others;
(iv) This Agreement and the Pricing Agreement with
respect to the Designated Securities have been duly
authorized, executed and delivered by the Company;
(v) The Designated Securities have been duly
authorized, executed, authenticated, issued and
delivered and constitute valid and legally binding
obligations of the Company entitled to the benefits
provided by the Indenture; and the Designated
Securities and the Indenture conform to the
descriptions thereof in the Prospectus as amended or
supplemented;
(vi) The Indenture has been duly authorized,
executed and delivered by the parties thereto and
constitutes a valid and legally binding instrument,
<PAGE>
10
enforceable in accordance with its terms, subject, as
to enforcement, to bankruptcy, insolvency,
reorganization and other similar laws of general
applicability relating to or affecting creditors'
rights and to general equity principles; and the
Indenture has been duly qualified under the Trust
Indenture Act;
(vii) The issue and sale of the Designated
Securities and the compliance by the Company with all
of the provisions of the Designated Securities, the
Indenture, this Agreement and the Pricing Agreement
with respect to the Designated Securities and the
consummation of the transactions herein and therein
contemplated will not conflict with or result in a
breach of any of the terms or provisions of, or
constitute a default under, or result in the creation
or imposition of any lien, charge or encumbrance upon
any of the property or assets of the Company pursuant
to the terms of, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument
which is material to the Company and its subsidiaries
taken as a whole and is known to such counsel to which
the Company is a party or by which the Company is bound
or to which any of the property or assets of the
Company or any of its significant subsidiaries is
subject, nor will such action result in any violation
of the provisions of the Restated Certificate of
Incorporation, as amended, or the By-Laws of the
Company or any statute or any order, rule or regulation
known to such counsel of any court or governmental
agency or body having jurisdiction over the Company or
any of its properties; and no consent, approval,
authorization, order, registration or qualification of
or with any such court or any such regulatory authority
or other governmental agency or body is required for
the issue and sale of the Designated Securities or the
consummation of the other transactions contemplated by
this Agreement or such Pricing Agreement or the
Indenture, except such as have been obtained under the
Act and the Trust Indenture Act and such consents,
approvals, authorizations, registrations or
qualifications as may be required under state
securities or Blue Sky laws in connection with the
purchase and distribution of the Designated Securities
by the Underwriters;
(viii) The documents incorporated by reference in
the Prospectus as amended or supplemented (other than
the financial statements and related schedules therein,
as to which such counsel need express no opinion), when
they became effective or were filed with the
Commission, as the case may be, complied as to form in
all material respects with the requirements of the Act
<PAGE>
11
or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder; and such
counsel has no reason to believe that any of such
documents, when they became effective or were so filed,
as the case may be, contained, in the case of a
registration statement which became effective under the
Act, an untrue statement of a material fact or omitted
to state a material fact required to be stated therein
or necessary to make the statements therein not
misleading, and, in the case of other documents which
were filed under the Act or the Exchange Act with the
Commission, an untrue statement of a material fact or
omitted to state a material fact necessary in order to
make the statements therein, in the light of the
circumstances under which they were made when such
documents were so filed, not misleading; and
(ix) The Registration Statement and the Prospectus
as amended or supplemented and any further amendments
and supplements thereto made by the Company prior to
the Time of Delivery for the Designated Securities
(other than the financial statements and related
schedules therein, as to which such counsel need
express no opinion) comply as to form in all material
respects with the requirements of the Act and the Trust
Indenture Act and the rules and regulations thereunder;
such counsel has no reason to believe that, as of the
effective date of the Registration Statement, either
the Registration Statement or the Prospectus (or, as of
its date, any further amendment or supplement thereto
made by the Company prior to the Time of Delivery)
contained an untrue statement of a material fact or
omitted to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading or that, as of the Time of Delivery, either
the Registration Statement or the Prospectus (or any
such further amendment or supplement thereto) contains
an untrue statement of a material fact or omits to
state a material fact required to be stated therein or
necessary to make the statements therein not
misleading; and such counsel does not know of any
contracts or other documents of a character required to
be filed as an exhibit to the Registration Statement or
required to be incorporated by reference into the
Prospectus as amended or supplemented or required to be
described in the Registration Statement or the
Prospectus as amended or supplemented which are not
filed or incorporated by reference or described as
required;
(d) The Trustee shall have furnished to the
Representative a certificate, dated the Time of Delivery, as to
its due authorization, execution and delivery of the Indenture
and its due authentication of the Designated Securities;
<PAGE>
12
(e) At the Time of Delivery, the independent
accountants who have certified the financial statements of the
Company and its subsidiaries included or incorporated by
reference in the Registration Statement shall have furnished to
the Representative a letter, dated the Time of Delivery, of the
type described in the American Institute of Certified Public
Accountants' Statement on Auditing Standards No. 49 covering such
matters as the Representative may reasonably request and in form
and substance satisfactory to the Representative;
(f) Since the effective date of the Registration
Statement (or any post-effective amendment thereto) no event
shall have occurred which should have been set forth in an
amendment to the Registration Statement or a supplement to the
Prospectus but which has not been so set forth, and since the
respective dates as of which information is given in the
Prospectus there shall not have been any change or any
development involving a prospective change in or affecting the
business and operations, financial position, stockholders' equity
or results of operations of the Company and its subsidiaries
taken as a whole, otherwise than as set forth or contemplated in
the Prospectus, the effect of which is in the reasonable judgment
of the Representative so material and adverse as to make it
impracticable or inadvisable to proceed with the public offering
or the delivery of the Designated Securities on the terms and in
the manner contemplated in the Prospectus;
(g) Subsequent to the date of the applicable Pricing
Agreement there shall not have occurred any of the following:
(i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange, Inc.; (ii) a general
moratorium on commercial banking activities in New York declared
by either Federal or New York State authorities; or (iii) the
outbreak or material escalation of hostilities involving the
United States or the declaration, on or after the date hereof, by
the United States of a national emergency or war if the effect of
any such event specified in this clause (iii) in the reasonable
judgment of the Representative makes it impracticable or
inadvisable to proceed with the public offering or the delivery
of the Designated Securities on the terms and in the manner
contemplated in the Prospectus;
(h) The Company shall have furnished or caused to be
furnished to the Representative at the Time of Delivery a
certificate or certificates of officers of the Company as to the
accuracy of the representations and warranties of the Company
herein at and as of the Time of Delivery, as to the performance
by the Company of all of its obligations hereunder to be
performed at or prior to the Time of Delivery, and as to the
matters set forth in subsections (a) and (f) of this Section; and
(i) Subsequent to the execution of the applicable
Pricing Agreement, there shall not have been any decrease in the
<PAGE>
13
ratings of any of the Company's debt securities by Moody's
Investors Service, Inc. or Standard & Poor's Corporation.
8. (a) The Company will indemnify and hold harmless
each Underwriter against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may
become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any
Preliminary Prospectus, any preliminary prospectus supplement,
the Registration Statement, the Prospectus or any other
prospectus relating to the Designated Securities, or any
amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse each
Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending
any such action or claim; provided, however, that the Company
shall not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon
an untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement,
the Prospectus or any other prospectus relating to the Designated
Securities, or any amendment or supplement thereto, in reliance
upon and in conformity with written information furnished to the
Company by any Underwriter through the Representative expressly
for use in the Prospectus relating to such Designated Securities;
provided further, however, that the foregoing indemnity with
respect to preliminary prospectuses shall not inure to the
benefit of any Underwriter from whom the person asserting any
such losses, claims, damages or liabilities purchased Designated
Securities if such untrue statement or omission made in any
preliminary prospectus is eliminated or remedied in the
Prospectus relating to such Securities and if a copy of the
Prospectus relating to such Securities (excluding documents
incorporated by reference) has not been sent or given to such
person at or prior to the written confirmation of the sale of
such Securities to such person.
(b) Each Underwriter will indemnify and hold harmless
the Company against any losses, claims, damages or liabilities to
which the Company may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus
or any other prospectus relating to the Designated Securities, or
any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
<PAGE>
14
statements therein not misleading, in each case to the extent,
but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in any
Preliminary Prospectus, any preliminary prospectus supplement,
the Registration Statement, the Prospectus or any other
prospectus relating to the Designated Securities, or any
amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by
such Underwriter through the Representative expressly for use
therein; and will reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim.
(c) Promptly after receipt by an indemnified party
under subsection (a) or (b) above of notice of the commencement
of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party
under such subsection, notify the indemnifying party in writing
of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which
it may have to any indemnified party otherwise than under such
subsection. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of
the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall
wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party, provided, however, that
-------- -------
if the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall
have been advised by its counsel that representation of such
indemnified party and the indemnifying party by the same counsel
would be inappropriate (whether or not such representation by the
same counsel has been proposed) under applicable standards of
professional conduct due to actual or potential differing
interests between them, the indemnified party or parties shall
have the right to select separate counsel or participate in the
defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to
such indemnified party of its election so to assume the defense
of such action and approval by the indemnified party of counsel,
the indemnifying party will not be liable to such indemnified
party under this Section 8 for any legal or other expenses
subsequently incurred by such indemnified party in connection
with the defense thereof unless the indemnified party shall have
employed separate counsel in accordance with the proviso to the
next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more
than one separate counsel, approved by the Representative in the
case of paragraph (a) of this Section 8, representing the
indemnified parties under such paragraph (a) who are parties to
such action).
<PAGE>
15
(d) If the indemnification provided for in this
Section 8 is unavailable to or insufficient to hold harmless an
indemnified party under subsection (a) or (b) above in respect of
any losses, claims, damages or liabilities (or actions in respect
thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other from
the offering of the Designated Securities to which such loss,
claim, damage or liability (or action in respect thereof)
relates. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under
subsection (c) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified
party in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of the Company
on the one hand and the Underwriters on the other in connection
with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof),
as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the
Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from such offering (before
deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by the
Underwriters. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied
by the Company on the one hand or the Underwriters on the other
and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement
or omission. The Company and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this
subsection (d) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or
by any other method of allocation which does not take account of
the equitable considerations referred to above in this subsection
(d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions
in respect thereof) referred to above in this subsection (d)
shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with
investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the Designated
Securities underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which
such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged
<PAGE>
16
omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The obligations of the
Underwriters in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations with
respect to such Securities and not joint.
(e) The obligations of the Company under this Section
8 shall be in addition to any liability which the Company may
otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any Underwriter
within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any
liability which the respective Underwriters may otherwise have
and shall extend, upon the same terms and conditions to each
officer and director of the Company and to each person, if any,
who controls the Company within the meaning of the Act.
9. (a) If any Underwriter shall default in its
obligations to purchase the Designated Securities which it has
agreed to purchase under the Pricing Agreement, the
Representative may in its discretion arrange for any Underwriter
or Underwriters or another party or other parties to purchase
such Designated Securities on the terms contained herein. If
within thirty-six hours after such default by any Underwriter the
Representative does not arrange for the purchase of such
Designated Securities, then the Company shall be entitled to a
further period of thirty-six hours within which to procure
another party or other parties satisfactory to the Representative
to purchase such Designated Securities on such terms. In the
event that, within the respective prescribed periods, the
Representative notifies the Company that it has so arranged for
the purchase of such Designated Securities, or the Company
notifies the Representative that it has so arranged for the
purchase of such Designated Securities, the Representative or the
Company shall have the right to postpone the Time of Delivery for
a period of not more than seven days, in order to effect whatever
changes may thereby be made necessary in the Registration
Statement or the Prospectus, or in any other documents or
arrangements, and the Company agrees to file promptly any
amendments to the Registration Statement or the Prospectus which
in the opinion of the Representative may thereby be made
necessary. The term "Underwriter" as used in this Agreement
shall include any person substituted under this Section with like
effect as if such person had originally been a party to the
Agreement with respect to such Designated Securities.
(b) If, after giving effect to any arrangement for the
purchase of the Designated Securities of a defaulting Underwriter
or Underwriters by the Representative and the Company as provided
in subsection (a) above, the aggregate principal amount of such
Designated Securities which remains unpurchased does not exceed
one-tenth of the aggregate principal amount of all the Designated
<PAGE>
17
Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of
Designated Securities which such Underwriter agreed to purchase
hereunder and, in addition, to require each non-defaulting
Underwriter to purchase its pro rata share (based on the
principal amount of such Designated Securities which such
Underwriter agreed to purchase hereunder) of the Designated
Securities of such defaulting Underwriter or Underwriters for
which such arrangements have not been made; but nothing herein
shall relieve a defaulting Underwriter from liability for its
default.
(c) If, after giving effect to any arrangements for
the purchase of the Designated Securities of a defaulting
Underwriter or Underwriters by the Representative and the Company
as provided in subsection (a) above, the aggregate principal
amount of Designated Securities which remains unpurchased exceeds
one-tenth of the aggregate principal amount of Designated
Securities, or if the Company shall not exercise the right
described in subsection (b) above to require non-defaulting
Underwriters to purchase Designated Securities of a defaulting
Underwriter or Underwriters, then this Agreement shall thereupon
terminate, without liability on the part of any non-defaulting
Underwriter or the Company, except for the expenses to be borne
by the Company and the Underwriters as provided in Section 6
hereof and the indemnity and contribution agreements in Section 8
hereof; but nothing herein shall relieve a defaulting Underwriter
from liability for its default.
10. The respective indemnities, agreements, warranties
and other statements of the Company and the several Underwriters,
as set forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in full
force and effect, regardless of any investigation (or any
statement as to the results thereof) made by or on behalf of any
Underwriter or any controlling person of any Underwriter, or the
Company, or any officer or director or controlling person of the
Company, and shall survive delivery of and payment for the
Designated Securities.
Anything herein to the contrary notwithstanding, the
indemnity agreement of the Company in subsection (a) of Section 8
hereof, the representations and warranties in subsections (b) and
(c) of Section 2 hereof and any representation or warranty as to
the accuracy of the Registration Statement or the Prospectus
contained in any certificate furnished by the Company pursuant to
Section 7 hereof, insofar as they may constitute a basis for
indemnification for liabilities (other than payment by the
Company of expenses incurred or paid in the successful defense of
any action, suit or proceeding) arising under the Act, shall not
extend to the extent of any interest therein of a controlling
person or partner of an Underwriter who is a director, officer or
controlling person of the Company when the Registration Statement
has become effective (or when any amendment thereto made by the
<PAGE>
18
Company becomes effective) or who, with his consent, is named in
the Registration Statement as about to become a director of the
Company, except in each case to the extent that an interest of
such character shall have been determined by a court of
appropriate jurisdiction as not against public policy as
expressed in the Act. Unless in the opinion of counsel for the
Company the matter has been settled by controlling precedent, the
Company will, if a claim for such indemnification is asserted,
submit to a court of appropriate jurisdiction the question
whether such interest is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
11. If the applicable Pricing Agreement shall be
terminated pursuant to Section 9 hereof, the Company shall not
then be under any liability to any Underwriter with respect to
the Designated Securities except as provided in Section 6 and
Section 8 hereof; but if for any other reason Designated
Securities are not delivered by or on behalf of the Company as
provided herein, the Company will reimburse the Underwriters
through the Representative for all out-of-pocket expenses
approved in writing by the Representative, including fees and
disbursements of counsel, reasonably incurred by the Underwriters
in making preparations for the purchase, sale and delivery of
such Designated Securities, but the Company shall then be under
no further liability to any Underwriter with respect to such
Designated Securities except as provided in Section 6 and Section
8 hereof.
12. In all dealings hereunder, the Representative
shall act on behalf of each of the Underwriters, and the parties
hereto shall be entitled to act and rely upon any statement,
request, notice or agreement on behalf of any Underwriter made or
given by the Representative.
All statements, requests, notices and agreements
hereunder shall be in writing or by telegram if promptly
confirmed in writing, and if to the Underwriters shall be
sufficient in all respects if delivered or sent by registered
mail to the address of the Representative as set forth in the
applicable Pricing Agreement; and if to the Company shall be
sufficient in all respects if delivered or sent by registered
mail to the address of the Company set forth in the Registration
Statement, Attention: Vice President and Treasurer, with a copy
to: Vice President and General Counsel; provided, however, that
any notice to an Underwriter pursuant to Section 8(c) hereof
shall be delivered or sent by registered mail to such Underwriter
at its address set forth in its Underwriters' Questionnaire, or
telex constituting such Questionnaire, which address has been
supplied to the Company by the Representative.
13. This Agreement shall be binding upon, and inure
solely to the benefit of, the Underwriters, the Company and, to
the extent provided in Section 8 and Section 10 hereof, the
<PAGE>
19
officers and directors of the Company and each person who
controls the Company or any Underwriter, and their respective
heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue
of this Agreement. No purchaser of any of the Securities from
any Underwriter shall be deemed a successor or assign by reason
merely of such purchase.
14. Time shall be of the essence in connection with
each Pricing Agreement.
15. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York applicable
to contracts made and to be performed therein.
16. This Agreement and each Pricing Agreement may be
executed by any one or more of the parties hereto in any number
of counterparts, each of which shall be deemed to be an original,
but all such respective counterparts shall together constitute
one and the same instrument.
---------------------------
<PAGE>
ANNEX I
Form of Pricing Agreement
-------------------------
[INSERT NAME],
As Representatives of the several
Underwriters named in Schedule I hereto,
[Insert Address]
, 199_
----------
Dear Sirs:
Ingersoll-Rand Company (the "Company") proposes,
subject to the terms and conditions stated herein and in the
Underwriting Agreement Standard Provisions filed as an exhibit to
the Company's registration statement on Form S-3 (No. 33- )
(the "Underwriting Agreement"), to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the
Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting
Agreement is incorporated herein by reference in its entirety,
and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein;
and each of the representations and warranties set forth therein
shall be deemed to have been made at and as of the date of this
Pricing Agreement, except that each representation and warranty
with respect to the Prospectus in Section 2 of the Underwriting
Agreement shall be deemed to be a representation or warranty as
of the date of the Underwriting Agreement in relation to the
Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to
the Prospectus as amended or supplemented relating to the
Designated Securities which are the subject of this Pricing
Agreement. Each reference to the Representatives herein and in
the provisions of the Underwriting Agreement so incorporated by
reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are
used herein as therein defined. The Representatives designated
to act on behalf of the Representatives and on behalf of each of
the Underwriters of the Designated Securities pursuant to Section
12 of the Underwriting Agreement and the address of the
Representatives referred to in such Section 12 are set forth at
the end of Schedule II hereto.
An amendment to the Registration Statement, or a
supplement to the Prospectus, as the case may be, relating to the
Designated Securities, in the form heretofore delivered to you is
now proposed to be filed with the Commission.
<PAGE>
2
Subject to the terms and conditions set forth herein
and in the Underwriting Agreement incorporated herein by
reference, the Company agrees to issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and
not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in
Schedule II hereto, the principal amount of Designated Securities
set forth opposite the name of such Underwriter in Schedule I
hereto.
If the foregoing is in accordance with your
understanding, please sign and return to us two counterparts
hereof, and upon acceptance hereof by you, on behalf of each of
the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding
agreement between each of the Underwriters and the Company. It
is understood that your acceptance of this letter on behalf of
each of the Underwriters is or will be pursuant to the authority
set forth in a form of Agreement among Underwriters, the form of
which shall be submitted to the Company for examination, upon
request, but without warranty on the part of the Representatives
as to the authority of the signers thereof.
Very truly yours,
INGERSOLL-RAND COMPANY
By:__________________________
Accepted as of the date hereof:
[Insert Name]
By:___________________________
On behalf of each of the Underwriters
<PAGE>
SCHEDULE I
Principal Amount of
Designated Securities
Underwriter to be
----------- ----------
Purchased
------------
[Names of Underwriters] . . . . . . . . $
__________
Total . . . . . . . . . . . . . . . . . $__________
----------
<PAGE>
SCHEDULE II
Title of Designated Securities:
[ %] [Floating Rate] [Zero Coupon] [Notes]
[Debentures] due
Aggregate principal amount:
[U.S.] $
Price to Public:
% of the principal amount of the Designated Securities,
plus accrued interest, if any, from to [and
accrued amortization, if any, from to
]
Purchase Price by Underwriters:
% of the principal amount of the Designated Securities,
plus accrued interest, if any, from to [and
accrued amortization, if any, from to
]
Method and Specified funds for payment of purchase price:
[same day] [next day] funds; [certificated]
[book-entry] form
Indenture:
Indenture, dated as of , between the Company and
, as Trustee
Maturity:
Interest Rate:
[ %] [Zero Coupon] [See Floating Rate Provisions]
Interest Payment Dates:
[months and dates]
Redemption Provisions:
[No provisions for redemption]
[The Designated Securities may be redeemed, otherwise than
through the sinking fund, in whole or in part at the option
of the Company, in the amount of $ or an integral
multiple thereof,
[on or after , at the following
<PAGE>
2
redemption price (expressed in percentages of principal
amount).] If [redeemed on or before , %,
and if] redeemed during the 12-month period beginning
Redemption
Year Price
---- -------------
and thereafter at 100% of their principal amount, together
in each case with accrued interest to the redemption date.]
[on any interest payment date falling on or after ,
, at the election of the Company, at a redemption
price equal to the principal amount thereof, plus accrued
interest to the date of redemption.]
[Other possible redemption provisions, such as mandatory
redemption upon occurrence of certain events or redemption
for changes in tax law]
[Restriction on refunding]
Sinking Fund Provisions:
[No sinking fund provisions]
[The Designated Securities are entitled to the benefit of a
sinking fund to retire $ principal amount of
Designated Securities on in each of the years
through at 100% of their principal amount plus
accrued interest] [, together with [cumulative]
[noncumulative] redemptions at the option of the Company
to retire an additional $ principal amount of
Designated Securities in the years through at
100% of their principal amount plus accrued interest].
[If Securities are extendable debt Securities, insert --
Extendable provisions:
Securities are repayable on , [insert date
and years], at the option of the holder, at their principal
amount with accrued interest. Initial annual interest rate
will be %, and thereafter annual interest rate will be
adjusted on , and to a rate not
less than % of the effective annual interest rate on
U.S. Treasury obligations with -year maturities as of
the [insert date 15 days prior to maturity date] prior to
such [insert maturity date].]
[If Securities are Floating Rate debt Securities, insert --
<PAGE>
3
Floating rate provisions:
Initial annual interest rate will be % through
[and thereafter will be adjusted [monthly] [on each ,
, and ] [to an annual rate of % above the
average rate for -year [month] [securities]
[certificates of deposit] by and [insert names of
banks].] [and the annual interest rate [thereafter] [from
through ] will be the interest yield equivalent
of the weekly average per annum market discount rate for
-month Treasury bills plus % of Interest
Differential (the excess, if any, of (i) then current
weekly average per annum secondary market yield for -
month certificates of deposit over (ii) then current
interest yield equivalent of the weekly average per annum
market discount rate for -month Treasury bills);
[from and thereafter the rate will be the then current
interest yield equivalent plus % of Interest
Differential].]
Time of Delivery:
Closing Location:
Name and addresses of Representatives:
Designated Representatives:
Address for Notices, etc.:
[Other Terms]:
May 23, 1994
Ingersoll-Rand Company
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
Re: Ingersoll-Rand Company-Registration Statement on Form S-3
---------------------------------------------------------
Gentlemen:
I am the Vice President and General Counsel of Ingersoll-
Rand Company, a New Jersey corporation (the "Company"), and am
familiar with the proposed offering, issuance and sale by the
Company of unsecured debt securities having an aggregate
principal amount of up to $200,000,000 (the "Securities"). The
Securities are described in a Registration Statement on Form S-3
(the "Registration Statement") to be filed by the Company with
the Securities and Exchange Commission under the Securities Act
of l933, as amended (the "Act").
The Securities will be issued in accordance with the
provisions of the Indenture dated as of August l, l986, as
supplemented (the "Indenture"), between the Company and The Bank
of New York, as Trustee (the "Trustee"). The Securities will be
sold from time to time as set forth in the Registration
Statement, the prospectus contained therein (the "Prospectus")
and supplements to the Prospectus.
In arriving at the opinions expressed below, I, or attorneys
under my supervision in the Law Department of the Company, have
examined copies of the Registration Statement (as proposed to be
filed) and the Indenture (as supplemented and filed as an exhibit
to the Registration Statement). In addition, I, or attorneys
under my supervision in the Law Department of the Company, have
examined the originals, or copies certified or otherwise
identified to my or their satisfaction, of such corporate records
of the Company, such certificates of public officials, officers
and representatives of the Company and such other certificates
and instruments, and have made such investigations of law, as I
or they have deemed appropriate as a basis for the opinions
hereinafter expressed.
<PAGE>
-2-
Based on the foregoing, it is my opinion that:
1. The Securities have been duly authorized by the Company.
2. When the Securities have been duly executed,
authenticated and delivered in the form established in or
pursuant to any Board Resolution (as such term is defined
in the Indenture) or indenture supplemental to the
Indenture, and sold as described in the Registration
Statement, including the prospectus and supplements
thereto relating to the Securities, the Securities will
constitute legal, valid and binding obligations of the
Company entitled to the benefits provided in the
Indenture, subject to applicable bankruptcy, insolvency
and similar laws affecting creditors' rights generally
and, as to enforceability, to general principles of
equity (regardless of whether enforceability is
considered in a proceeding in equity or at law).
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to me under
the caption "Legal Matters" in the Prospectus. By giving such
consent, I do not thereby admit that I am an expert with respect
to any part of the Registration Statement, including this
exhibit, within the meaning of the term "expert" as used in the
Act or the rules and regulations of the Securities and Exchange
Commission issued thereunder.
This opinion is limited to the laws (including the corporate
laws) of the State of New Jersey and the federal laws of the
United States.
Very truly yours,
/s/ Patricia Nachtigal
Patricia Nachtigal
Vice President and
General Counsel
\I-R\state
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-3 of our report dated February 1, 1994, included as part
of Exhibit 13 - the Annual Report to Shareowners for 1993, which
is incorporated by reference in Ingersoll-Rand Company's Annual
Report on Form 10-K for the year ended December 31, 1993. We
also consent to the incorporation by reference of our report on
the Financial Statement Schedules, included as part of Item 14 of
such Annual Report on Form 10-K. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse
PRICE WATERHOUSE
Morristown, New Jersey
May 23, 1994
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned,
INGERSOLL-RAND COMPANY, a New Jersey corporation (the
"Corporation"), and each of the undersigned directors and
officers of the Corporation, hereby constitute and appoint James
E. Perrella, Thomas F. McBride and Patricia Nachtigal, and each
of them severally, each of the undersigned's true and lawful
attorneys and agents, with power to act with or without the
others and with full power of substitution and resubstitution, to
do any and all acts and things and to execute any and all
instruments which said attorneys and agents and each of them may
deem necessary or desirable to enable the Corporation to comply
with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange
Commission thereunder, in connection with the registration under
such Act of debt securities in an aggregate principal amount of
up to $200,000,000 (or the equivalent thereof in foreign currency
or units of two or more currencies) of the Corporation. Such
debt securities, together with $100,000,000 aggregate principal
amount of debt securities that remain available for issuance
under the Company's previously filed registration statement (No.
33-53696), may be offered from time to time in one or more series
on terms to be determined at the time such securities are offered
for sale, including specifically, but without limiting the
generality of the foregoing, power and authority to sign the name
of the Corporation and the name of each of the undersigned,
individually and in his capacity as a director or officer of the
Corporation, to a Registration Statement on Form S-3 to be filed
with the Securities and Exchange Commission with respect to said
securities, to any and all amendments, including post-effective
amendments, to such Registration Statement, and to any and all
instruments or documents filed as a part of or in connection with
such Registration Statement and amendments; and each of the
undersigned hereby ratifies and confirms all that said attorneys
and agents and each of them shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF each of the undersigned has subscribed
these presents this 4th day of May, 1994.
INGERSOLL-RAND COMPANY
By: /s/ James E. Perrella /s/ Alexander H. Massad
---------------------- -----------------------
James E. Perrella Alexander H. Massad
Chairman of the Board, Director
President and Chief
Executive Officer
<PAGE>
/s/ Donald J. Bainton /s/ James E. Perrella
---------------------- ----------------------
Donald J. Bainton James E. Perrella
Director Chairman of the Board,
President and Chief
Executive Officer
/s/ Theodore H. Black /s/ John E. Phipps
---------------------- ----------------------
Theodore H. Black John E. Phipps
Director Director
/s/ Brendan T. Byrne /s/ Donald E. Procknow
---------------------- ----------------------
Brendan T. Byrne Donald E. Procknow
Director Director
/s/ Joseph P. Flannery /s/ Cedric E. Ritchie
---------------------- ----------------------
Joseph P. Flannery Cedric E. Ritchie
Director Director
/s/ Thomas F. McBride /s/ Richard A. Spohn
---------------------- ----------------------
Thomas F. McBride Richard A. Spohn
Senior Vice President Controller - Accounting
and Chief Financial and Reporting
Officer (Principal (Principal Accounting
Financial Officer) Officer)
\I-R\PA
2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) _________
------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(Jurisdiction of incorporation (I.R.S. employer
if not a U.S. national bank) identification No.)
48 Wall Street, New York, New York 10286
(Address of principal executive offices) (Zip code)
------------------
INGERSOLL-RAND COMPANY
(Exact name of obligor as specified in its charter)
New Jersey 13-5156640
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
(Address of principal executive offices) (Zip code)
------------------
Debt Securities
(Title of the indenture securities)
<PAGE>
GENERAL
ITEM 1. General Information.
Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
Superintendent of Banks of 2 Rector Street, New York, N.Y.
the State of New York 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New 33 Liberty Plaza, New York,
York N.Y. 10045
Federal Deposit Insurance
Corporation Washington D.C. 20549
New York Clearing House
Association 90 Broad Street, New
York, N.Y. 10004.
(b) Whether it is authorized to exercise corporate trust
powers:
Yes.
ITEM 2. Affiliations with Obligor
If the obligor is an affiliate of the trustee,
describe each such affiliation.
None. (See Note on page 2.)
------------------
ITEM 16. List of Exhibits:
Exhibits identified in parenthesis below, on file with
the Commission, are incorporated herein by reference as an
exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture
Act of 1939 (the "Act") and Rule 24 of the Commission's Rules of
Practice.
1. - A copy of the Organization Certificate of The Bank of
New York (formerly Irving Trust Company) as now in
effect, which contains the authority to commerce
business and a grant of powers to exercise corporate
trust powers. (See Exhibit 1 to Amendment No. 1 to
Form T-1 filed with Registration Statement No. 33-
6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to
Form T-1 filed with Registration Statement No. 33-
29637.)
4. - A copy of the existing By-laws of the Trustee. (See
Exhibit 4 to Form T-1 filed with Registration
Statement No. 33-31019.)
6. - The consent of the Trustee required by Section 321(b)
of the Act. (See Exhibit 6 to Form T-1, Registration
Statement No. 33-44051.)
7. - A copy of the latest report of condition of the
Trustee published pursuant to law or to the
requirements of its supervising or examining
authority. (See Exhibit 4 to Form T-1 filed with
Registration Statement No. 22-25866.)
1
<PAGE>
NOTE
----
Inasmuch as this Form T-1 is filed prior to the
ascertainment by the Trustee of all facts on which to base
responsive answer to Item 2, the answer to said Item is based on
incomplete information.
Item 2 may, however, be considered as correct unless
amended by an amendment to this Form T-1.
------------------
------------------
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of
New York, a corporation organized and existing under the laws of
the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of New York and State
of New York, on the 17th day of May, 1994.
The Bank of New York
By:/s/ W. T. Cunningham
----------------------
W.T. Cunningham
Vice President
2
